CWT Ltd : CWT Globelink Acquires 34.24% Shareholding Stake In Fallow International Freight Limited
02/06/2012 | 05:12am
CWT Limited Tel: (65) 62626888
Corporate HQ Fax: (65) 62612373
38 Tanjong Penjuru
Email: e-mail@cwtlimited.com CWT Logistics Hub 1
Website: www.cwtlimited.com Singapore 609039 RCB Reg.
No.: 197000498M
All business is transacted only in accordance with the
Singapore Logistics Association Standard Trading Conditions.
A copy is available upon request.
ANNOUNCEMENT
CWT Globelink Acquires 34.24% Shareholding Stake in
Fallow International Freight Limited
I. Share Sale and Purchase Agreement
The Board of Directors of CWT Limited (the "Company") today
announced that CWT Globelink Pte Ltd ("Globelink"), a
wholly-owned freight logistics arm of the Company, has
entered into a Share Sale and Purchase Agreement ("SPA") to
acquire a 34.24% stake in Fallow International Freight
Limited ("Fallow") from the existing shareholders of Fallow
for a total purchase consideration of GBP
616,320 ("Consideration") (collectively the
"Acquisition").
Fallow is a leading sea freight forwarder specialising in
Less Than Container Load (LCL) consolidation in the United
Kingdom (UK). It counts some of the world's largest freight
forwarders as its valued customers and offers substantial
direct and comprehensive service coverage in and out of many
ports in the UK. Prior to the Acquisition, Fallow has been
part of Globelink's global agency network for more than 17
years.
Upon the completion of the Acquisition, Fallow will be
renamed as Globelink Fallow Limited.
II. Rationale
The Acquisition will add strategic competencies and business
network to Globelink and Fallow. Globelink will be able to
tap on Fallow's strong local market knowledge and active
business relationships with many common agents within
Globelink's group of agency network to gain a stronger
foothold in major ports in the UK. The expanded global
network in Europe will translate into better value-add and
service coverage to Globelink's customers, especially the
international freight forwarders, and continue to strengthen
Globelink's turf beyond Asia to retain its market
competitiveness. For Fallow, it would mean the opportunity to
join a global group and leverage on Globelink's global
network for greater growth.
III. Consideration
The Consideration has been determined on a
willing-buyer-willing-seller basis, and takes into account
the track record of Fallow, its management strength and
capabilities, its business network and customer
relationships, the results of the financial due diligence and
the Company's assessment of the business and prospects of
Fallow, including its potential synergy with Globelink's
group of companies.
Under the SPA, the Consideration is payable as follows:
- GBP 316,320 in cash upon completion of the Acquisition
- GBP 300,000 in cash to be paid progressively following the
Acquisition upon achievement of agreed profit after tax
milestones
The SPA also includes a Call and Put Option for Globelink to
exercise to gain a further 16.76% stake in Fallow anytime
after three (3) years from the completion date of the
Acquisition.
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IV.
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Shareholding of the Acquisition
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CWT Globelink
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34.24%
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Robert Andrews(Management Shareholder)
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32.88%
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Elaine James (Management Shareholder)
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32.88%
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V. Financial Effects
Funded by internal funds and borrowings, the Acquisition is
not expected to have any material impact on the Company's
earnings per share and net tangible assets per share for the
current financial year ending 31 December 2012.
VI. Interest of Directors and Substantial Shareholders
None of the Directors or substantial shareholders of the
Company have any interest, direct or indirect, in the
Acquisition.
VII. Documents for Inspection
In the meantime, a copy of the SPA is available for
inspection at the registered office of the Company at 38
Tanjong Penjuru, CWT Logistics Hub 1, Singapore 609039 during
normal business hours for a period of three (3) months
commencing from the date of this Announcement.
By Order of the Board
Lye Siew Hong - Lynda Goh
Company Secretary
CWT Limited
6 February 2012
About CWT Globelink
CWT Globelink is a global leading, neutral ocean freight
forwarder and consolidator of Less Than Container Load (LCL)
cargo. It offers Container Freight Station (CFS) operations,
Dangerous Goods (DG) cargo handling, sea-air and buyer's
consolidation, among other general freight forwarding
services. Since its inception in 1988 in Singapore, CWT
Globelink has expanded its global network to more than 100
offices in 25 countries. It is also a founding partner of the
Global Consolidator Alliance (GCA), formed together with key
members of its agency network to provide comprehensive and
seamless global coverage as well as high quality
consolidation services to its valued customers. CWT Globelink
is the freight logistics arm and a wholly-owned subsidiary of
the CWT Group. For more information, visit www.cwt-globelink.com.
About CWT Group
CWT is a leading provider of integrated logistics solutions
for worldwide customers in the commodities, chemical and
petrochemical, marine, oil & gas, defence and industrial
sectors. CWT designs, engineers and manages unique and
effective supply chain solutions leveraging its in-depth
domain knowledge, innovative capabilities and global
logistics infrastructure. Through its global network, the CWT
Group is able to connect customers to 120 ports and over
1,200 destinations seamlessly around the world. Headquartered
in Singapore, the CWT Group also engages in coal and base
metal commodity supply chain management and provides
engineering management and maintenance services for
facilities and vehicles and equipment fleet as well as
financial services through the asset management of Cache
Logistics Trust and brokering services for futures and
derivatives trades. One of the largest listed logistics
companies in Southeast Asia, CWT is traded on the Singapore
Stock Exchange under the stock symbol CWT. For more
information, visit www.cwtlimited.com.
For more information, contact:
CWT Limited
Lynda GOH Johan LIM
Deputy Group CEO & Group CFO Corporate Communications Manager
Email: shlynda@cwtlimited.com
Email: cbjohan@cwtlimited.com
Tel: (65) 6307 8338 Tel: (65) 6307 8018
Fax: (65) 6261 2373 Fax: (65) 6261 2373